Doing Business in Honduras INDEX

Transcription

1 1 Doing Business in Honduras INDEX Incorporation Deed pages 1-15 Tax Identification Code page 16 Chamber of Commerce registry pages Operating Permit page 20 Accounting Books Authorization page 21 Authorization of Call Centers pages Authorization as user of a Free Zone pages Tax Exemption pages Lease Agreement pages Legal and accounting consultant pages 56-59

2 2 INCORPORATION DEED It s a public and legal document, which contains the shareholders name and address, the company s trade name and type (Sociedad Anónima or Limited Liability), corporate capital and term, and its main purpose. Requirements: Company s name Describe the company s main purpose Copy of personal documents (ID or passport) of each shareholder, Copy of the corporation bylaws and the documents of the legal representative in case the shareholder is other corporation. Deposit Certificate in favor of the corporation by the 25% of the corporate capital. Receipt of Registry tax payment. The First Copy of the Incorporation Deed has to be registered in the corresponding Registry of Commerce with all the requirements previously listed.

3 3 DRAFT OF INCORPORATION DEED CERTIFIED COPY INSTRUMENT NUMBER ( ).- In the city of San Pedro Sula, Department of Cortes, the day of the month of of two thousand.- Before me,, Notary of this residence, inscribed in the Honduran Bar Association under Number and Inscribed in the Supreme Court of Justice under the number, and with main offices in in this city; personally appears:, of legal age, (single or married), Business Executive, (nationality) and (domicile); who appears in his condition as President of the Board of Directors and Legal Representative of the Mercantile Company (or can appear in personal condition) ; company incorporated through Public Instrument Number dated of the year, before the subscribed Notary, and inscribed under number ( ) of Book number ( ), of the Registry of Social Merchants of San Pedro Sula, through which he credits his abovementioned condition and where it is established that he has ample and sufficient faculties to execute contracts such as the present; documents that I, the Notary, certify of having in sight; and FRANCISCO HERIBERTO FRANCO CRUZ, of legal age, married, Bus iness Executive, Honduran and of this domicile; who appears in his personal condition; and assuring me that they can fully enjoy and exercise their civil rights, freely and willingly state: That they have convened in incorporating and indeed in this act they do, a CORPORATION, governed by the stipulations of the following articles or incorporation: FIRST: The main purpose of this Corporation will be, National and International call services, in addition the publishing and promotion services of products and services, information, advisory, client s services, administration of credits and charges, by any means of telecommunication networks, services that are mentioned but not limitative; also software development, Business process

4 4 outsourcing. In that same way, it may represent commercial and industrial companies, national and international. As well as the purchase, sale, distribution, import, export of merchandise in general or any other legal, industrial or investment activity that may be related to or not with the main purpose of the company.-second: The corporation s trade name will be: followed by words SOCIEDAD ANONIMA DE CAPITAL VARIABLE or its abbreviations S.A. DE C.V.- THIRD: The corporation is organized for an indefinite period of time, beginning from the registration of the First Copy of this Deed in the corresponding Registry of Commerce.- FOURTH: The corporation s main domicile will be the city of ; but it may also open establishments, branches, agencies in any place in the Republic of Honduras or a foreign country.- However, its operations will take wherever the Board of Directors authorizes the Company.- FIFTH: The maximum authorized Stock Capital amounts to LEMPIRAS (Lps. ), and LEMPIRAS (Lps. ), as Minimum Capital. The maximum stock capital will be represented by ( ) registered shares with a value of ONE HUNDRED LEMPIRAS (Lps ) each, which will be transferred by endorsement and inscription in the Book of Registry of Shareholders.- The shares will not convertible to the bearer and will be signed by the President and Secretary of the Board of Directors. The minimum stock capital will be represented by ( ) SHARES with value of ONE HUNDRED (LPS ) LEMPIRAS each; its titles will be extended when they are completely paid for by the shareholders. SIXTH.- The shareholders have subscribed and paid twenty five percent (25%) of the Minimum stock capital of LEMPIRAS (LPS. ) and the remainder will be paid when required by the Board of Directors in the following proportions and percentages:, subscribes and pays SHARES ( ), with a nominal value of ONE HUNDRED LEMPIRAS EACH (LPS ), equivalent to LEMPIRAS (LPS. ), which represents percent ( %) of the minimum capital subscribed;, subscribes SHARES ( ) with a nominal value of ONE HUNDRED LEMPIRAS

5 5 (LPS ), equivalent to LEMPIRAS (LPS. ), which represents percent ( %) of the minimum capital subscribed.- From the subscriptions above, the shareholders have paid twenty five percent (25%) of the Minimum capital of each share, as credited by the Deposit Certificate issued in favor of the corporation in the branch of on of this year (2008), in this city, for the amount of LEMPIRAS (LPS. ), document that I, the subscribed Notary certify to have seen, amount that is in disposition of the corporation for the pertinent legal objectives. SEVENTH.- The increase or decrease of authorized Stock Capital, within the established minimum and maximum stock capital, will be according to the following: a) the LEMPIRAS (LPS. ) of Stock Capital, calculated between the authorized Minimum Capital and Maximum Capital, will be represented by SHARES ( ) with a nominal value of ONE HUNDRED LEMPIRAS (LPS ) EACH, which will be issued without a bearer in shares of the Treasury and will be guarded by the corporation until they are in circulation; b) The Board of Directors is fully allowed to place in circulation such shares of the Treasury; c) To subscribe such shares, the shareholders will have preference, in proportion to their respective inputs; d) Any increase or decrease of stock Capital, shall be inscribed in the Special Book of Capital Register, that the corporation shall maintain for such purposes; e) The decrease of authorized stock Capital cannot entered into when it is to decrease it below the authorized minimum; f) In any case, the authorized maximum stock capital may be announced, without announcing the authorized minimum capital; g) The increases or decreases to the Stock Capital between the authorized minimum and maximum, do not imply reforms of any kind to the corporate contract or bylaws, and do not need any publicity nor inscriptions in the Public Register of Commerce; h) When the stock capital exceeds the authorized maximum capital, it shall be agreed by an Extraordinary Shareholders' General Assembly, summoned in legal form; i) The total or partial withdrawal of inputs of a partner shall be notifies before the last quarter of such exercise and to the end of the following exercise, if done later. The right of retirement shall not be executed when the intention is to reduce to below the authorized Minimum capital.- EIGHTH:

6 6 The management and administration of the corporate business will correspond the Board of Directors, composed by a President, Vice President, a Proprietary Counselor, and a Substitute Counselor, as agreed to by the Assembly redeeming the designated presidency in the first term and in defect of this one, the subsequent in designation.- The Counselors, will be elected by the General Assembly of Shareholders and will remain in their positions no longer than one year, having the opportunity to be re-elected, however, they shall have their positions until the new elected board takes possession of their positions.- The Board of Directors, in the first meeting celebrated after its designation, will elect a Secretary of the Corporation, that may or may not be a Counselor, with the faculties attributed to him.- NINTH: The Board of Directors that will act by means of its President, will have all the faculties and powers do all acts leading to the purpose of the Corporation, that the law and the Bylaws do not recognize to another entity of the corporation.- TENTH: The General Assembly of Shareholders will ordinarily meet, once a year at least, within 4 months after the closing of the social operations and on special occasions at any time, as legally determined by the bylaws.- ELEVENTH: The distribution of utilities and loss will be made among the partners, proportionally to the paid amounts in shares, with the deductions decided by the Board of Directors for investment purposes.- TWELFTH: The reserve capital will be constituted by annually separating Five Percent (5%) minimum, of the residual profit obtained until forming at least an amount equal to the fifth part of the capital stock. THIRTEENTH: The surveillance of the corporation will be in charge of a commissary, which may be a shareholder or a third person to the corporation, and will be designated by the Shareholder s General Assembly for a one year period, and its faculties are the ones legally established in the Bylaws. There will be a substitute. FOURTEENTH: The corporation may be dissolved by the shareholders in a decision that represents 75% of the stock capital on the first summon, and by a minimum of 50% on the second summon; as well as by any of the causes established in the Commercial Code.- FIFTEENTH: The Shareholder s General Assembly will regulate the liquidation by means of proposal of the Board of Directors, and such liquidation will be in charge of one or more liquidators, whom

7 7 will be designated by the Assembly and to whom the respective powers and attributions will be given.- The liquid assets that results in favor of the corporation will be distributed among the shareholders in proportion to their shares.- SIXTEENTH. The corporation will be equally governed by the following BYLAWS.- OF THE SHARES. ARTICLE 1.- AII the shares will be nominal and negotiable by means of endorsement and inscription in the Book of Registry of Shareholders.- The shares will be signed by the President and Secretary of the Board of Directors.- Each share or certificate may represent one or more shares.- The shareholders will have the right of one vote for each share they own.- OF THE SHAREHOLDERS.- ARTICLE 2.- The corporation will consider as a shareholder the ones inscribed as such in the Book of Registry Shareholders that the corporation will maintain.- In the event of several owners of a same share, they will assign a common representative before the corporation, not having the opportunity to exercise the shareholders rights without this requirement.- The shareholders will be able to be represented in the Assemblies by any other shareholder or third person to the corporation, by a written consent.- ARTICLE 3.- In the increases of stock capital the shareholders will have the right to subscribe a number of shares proportional to the number of shares owned at the date that the increase is ordered.- The Board of Directors when ordering increases between the minimum and maximum, will decree the conditions and terms in which the new shares shall be subscribed and paid.- The shares shall be cancelled In the same proportion in case of a decrease of Stock Capital.- In case of loss, or destruction of a share or certificate of shares, the interested party will request its reposition in the manner specified by the Code of Commerce.- ARTICLE 4.- The shareholders will have the first right to obtain the shares for sale by the other shareholders, with previous approval of the Board of Directors for these transactions.- OF THE GENERAL ASSEMBLY OF SHAREHOLDERS AND ITS FACULTIES.- The General Assembly is the supreme body of the corporation and it expresses the collective will in matters of its competence. The Shareholders' Assemblies will be Ordinary when they are summoned to deal with any of the commercial matters not included in Article one hundred sixty nine of the Code of Commerce and Extraordinary when they are summoned to solve the cases

8 8 included in Article one hundred sixty nine of the same Code. The Ordinary Shareholders' Assembly will meet at the corporate domicile at least once a year, within the first four months, as of the closing of its annual operations; and the Extraordinary Shareholders' Assemblies, may meet at any time, summoned by the Board of Directors or by the Commissary. The shareholders that represent at least twenty five percent of the stock capital, will be able to request in writing at any time to the Board of Directors or the commissary, the summon of a Shareholders' Assembly to discuss the matters indicated in the written request. In the event that the Board of Directors or the Commissary rejects to summon the meeting requested or they do not summon the meeting within fifteen days following the day of the written request, the will be able to do the request through the Judge for Civil Matters competent to this section.- In case that no assemblies have been summoned during two consecutive periods or when the celebrated assemblies during this time have not solved the matters indicated in Article one hundred sixty eight of the Code of Commerce, the shareholder may request the meeting in accordance to the article one hundred seventy eight of the same Code. For an Ordinary General Assembly to be legally established in the first summon, the shareholders should represent more than fifty percent of the stock capital; and the Extraordinary Assemblies requires no less than seventy five percent of the shares and the resolutions will be valid when the majority of the votes are present, with the exception of the dissolution of the corporation that must be taken with the votes that represent at least seventy five percent of the stock capital.- ARTICLE 6.- The summons for the Ordinary and Extraordinary will be made through a notice directed to the shareholders, notifying the date, time, place and objectives for the meeting, notice that will also be published in the Official Newspaper La Gaceta and in another one of general circulation in the social domicile, with a 15 day previous notice to the celebration of the Assembly and without taking into consideration the day the notice is published.- The requirement of notice cannot be omitted if the total amount of shares is represented in the Assembly.- The meetings in first and second summon may be announced simultaneously and the dates of the meeting shall be separated at least by a twenty four hour period.- If the General Assembly

9 9 meets in an Ordinary or Extraordinary meeting by a second summon, it will be considered as established in a valid manner whatever the number of represented shares and the resolutions will be taken in the case of an Ordinary Assembly, by simple majority of votes; in Extraordinary Assemblies, the decisions will be taken by the favorable vote of a number of shareholders that represent at least fifty percent of the shares that are represented in proportion to the stock capital in the second case.- ARTICLE 7.- The disintegration of the quorum, will not be an obstacle for the Assembly to continue and be able to adopt agreements, if voted by the majority legally required for and Ordinary or Extraordinary Assembly, in the case that once the meeting is opened, the Directors are totally or partially absent, the shareholders who are present will elect their substitutes ad-hoc. ARTICLE 8.- The Ordinary and Extraordinary Assemblies, will be presided by the President of the Board of Directors and as Secretary the person who is the designated as such.- In their absence, those who are designated by the shareholders present.- A list will be taken of the shareholders present and represented, indicating their name and in each case, la amount of shares represented by each one.-the list of shareholders will be exhibited for examination before the first vote, it will be signed by the President, the Secretary, the Commissary and the other who concur. ARTICLE 9.- The resolutions that are legally adopted by the Shareholders Assembly, are compulsory for those who are absent or dissidents, with the exception of the right to opposition or withdrawal that is indicated by the Law.- ARTICLE 10.- The attributions of the Shareholders' Assemblies are: a) Discuss, approve, disapprove or modify the report of the Board of Directors; b) Reform the Incorporation Charter and the Bylaws, by means of the vote of the majority required by the Bylaw; c) Dispose the distributions of the profits in the manner that is most convenient to the corporation and according to what has been stipulated in the Incorporation Charter; d) Elect the Board of Directors and the Commissary, proprietary and the substitutes, who can be shareholders or third parties to the corporation and establish the fees and salaries they will earn; be informed of their excuses and resignations and remove them due to serious or qualified causes; e) Be informed about all the matters of general interest whether or not of the competence of the

10 10 Board of Directors and others that correspond according to the Code of Commerce; f) Discuss, approve or modify the balance sheet after hearing the report from the Commissary and take the measures that are deemed convenient.- ARTICLE 11.- The agreements of the Ordinary and Extraordinary Assemblies will be recorded in Minutes inscribed in a special book and they will be signed by the President, the Secretary and the Commissary, if the latter attends the Assembly; the agreements taken in the Shareholders' Assembly will be enforceable and obligatory for all the Shareholders without previous approval of the Act in the subsequent Assembly.- The Extraordinary assemblies will not be held to discuss other matters than the ones specified in the summon and the ones related which may come incidentally in the discussion. These Assemblies can take place at any time; and one same assembly will be allowed to deal with issues of ordinary and extraordinary matters at the same time, if it is expressed in the summon.- The Assemblies will gather in the corporate domicile, in the same offices of the company, except in special cases that another place is designated in the summon.- The Assembly will agree its continuation in the immediate days following until the conclusion of the order of the day.-of THE BOARD OF DIRECTORS AND ITS ATTRIBUTIONS.- ARTICLE 12.- The Corporation will be administrated, ruled and presented with ample powers, except the ones which correspond to the General Assembly of Shareholders, by a Board of Directors, formed by one President, one Vice President, one Proprietary Commissary and a substitute Commissary, to fill any vacancy that may occur of any proprietary Commissary, which will be elected for the General Assembly of Shareholders, in Ordinary meeting; this election could be made by the shareholders or a third party to the corporation.- The Commissaries will remain in their positions for one year with option to be re-elected, however they should remain in their positions until the new elected Commissaries take possession of the position. To assure the responsibility that may occur in the performance of their position, the Commissaries will present the warranty that is determined by the General Assembly of Shareholders, when accepting their appointment. ARTICLE 13.- The Board of Directors, will execute all the acts of the line of business, can realize al acts of rigorously domain and all those conducive to practice the purpose of the

11 11 corporation, according to the present Bylaw and will also have the followings faculties and attributions that are mentioned as mere example and are not limitative: a) Fulfil the General assembly agreements; b) Direct the corporatio n s business, taking into consideration all the dispositions deemed convenient to obtain better results; c) Completely fulfil the administrations of the goods and corporate business; d) Establish the employee s salaries and wages, creating the necessary positions for the development of the corporation s activities; e) Meet al least three times a year, or as necessary and make the necessary agreements for a successful social business. f) Summon the Ordinary and extraordinary General Assembly of Shareholders. g) Acquire, alienate, obligate and hire all kind of personal property and real sate, with any type or person or company, through agreements and conditions that consider convenient h) Get credits and give warranty as esteemed for the case; i) Issue certificates, mortgage documents, and all types of similar obligations, subject to agreement of the extraordinary General Assembly of shareholders and all the legal requirements; j) establish agencies or branches in any part of the country or abroad; k) Operate within the minimum and maximum stock capital established; l) Assign Manager and Sub-manager, assistant manager and remove them from their position if is necessary; m) Assign the Secretary of the Board of Director and determine its faculties, duties, salary or wage; n) Know the situation of the annual balance sheet, profit and loss report and present the annual report to the ordinary General Assembly of shareholders. This report will summarize all the activities and resolutions of the operations of the corporation of that year; together with the annual general balance and the profit and loss report, with an explanation of all the actions done, responsibilities to fulfill and precautions taken according to the commercials use and consider the situation of the assets and business of the corporation. Also will expose the necessary expansion projects in the corporation for the Assembly to consider and make the reserves they consider necessary for reinvestments; ñ) Authorize the people that will sign the checks and others documents; o) Represent the corporation through its President, in a trial or out of it, and in all kind of acts and contracts, which faculties will be delegate to the Manager in the business which are responsibilities of this officer; p) Approve,

12 12 disapprove or modify the corporate budgets; q) Issue the corporation s internal Bylaws; r) Comply with the rules, regulations and resolutions of the Bylaws that the same board of directors indicates; s) Confer special power of attorney, with the faculties that they may consider convenient for each case; t) In case it is required by the business, create and name an Executive committee and establish the operational procedures; u) Approve, disapprove or modify the resolutions taken by the executive committee.- ARTICLE 14.- The members of the Board of Directors and the Commissaries will present a guarantee determined by the General Assembly of Shareholders before they take possession of their positions, which may be a mortgage, deposit or promissory note.- ARTICLE 15.- The Counselors are not responsible only as agents of the corporation, and they won't contract any personal or mutual responsibility, in relationship to the obligation of the company. ARTICLE 16.- The Board of Directors will legally meet with three of its members, to make their regulations and resolutions by majority of vote; in case of a tie, the President of the Board of Directors will decide by a quality vote. Of every meeting a minute will be taken of the corresponding act in the respective book, if its not possible it will be registered in the protocol of a public Notary.- OF THE PRESIDENT OF THE BOARD OF DIRECTORS AND ITS ATTRIBUTIONS.- ARTICLE 17.- The faculties of the president of the Board of Directors are: a) Preside the meeting of the Shareholders Assembly and the Board of Directors; b) Sign the corporation s Shares with the Secretary of the Board; c) Sign with the Secretary and Commissary, if he attends, the Act of the Shareholders Assembly and the Board of Director s meetings; d) Make the functions of the General Manager if one is not designated. f) Surveillance the complying of the Bylaws, rules and resolutions that the board indicates; g) Sign in representation of the corporation the transactions approved by the Board of Directors in the terms established by the Bylaws; h) Represent the corporation in all types of businesses, contracts, acts, judicial, administrative, labor, municipal, contentious-administrative, tenancy procedure as well as for any other similar kind or nature, granting the powers, charters and documents that the exercise of these faculties require; i) Authorize with the signature the correspondence and other documents necessary for such

13 13 requirement; j) being able to issue checks to withdraw deposits from the banks, to open checking and savings accounts, to make deposits in a fixed term and any other type of bank or credit activity in accordance to the instructions by the Board of Directors; k) Manage the corporation s funds in the way indicated by the Board of Directors; take in custody all the properties of value of the corporation.- OF THE SECRETARY.- ARTICLE 18.- The Secretary is the communication instrument of the corporation and its are: a) To manage the book of acts of the General Assembly of Shareholders and other book of the Board of Directors; b) Sign the corporation Shares along with the President; c) Authorize the President and Commissary, if he attends, the acts of the General Assembly of Shareholders and the Board of Directors meetings; d) Manage the book of shareholders and the stock capital register; e) Certify the registers of the shares that are transferred; f) Certify the acts and other corporation documents.- OF THE GENERAL MANAGER AND ITS ATTRIBUTIONS.- ARTICLE 19.- The active administration of the corporation is managed by a General Manager appointed by the Board of Directors who will practice the faculties that the same board determines, through means of a General Power of Administration that the President of the Board of Directors issues and at the same time issue the warranty established by the Board. The appointment of such task is in charge of.- ARTICLE 20.- The General Manager has the following attributions, as well as all the ones delegated by the Board of Directors: a) Use the social name in business and issues that he intervenes as Manager and that are of his competence; b) Direct and manage in a constant manner, the business the corporation is subject to, proposing to the Board of Directors any modifications and bylaws that are in favor of the corporation; c) Name and remove employees and inform the Board of Directors; f) Complete and execute the agreements taken in Shareholders Assembly and the Board of Directors; g) Edit the report that has to be presented to the Ordinary Assembly with the General Balance and Profits and loss report; h) Keep the Board of Directors and the Executive Board informed about the performance and operation of the business, by a monthly report in each meeting; i) Incite The President to summon the Board of Directors to ordinary and extraordinary meetings.- OF THE SUB MANAGER.-

14 14 ARTICLE 21.- In case of absence of the manager, he will substituted in order and with the same power and faculties by the Sub-Manager or the vocal, that by order of election will enforce the Presidency, always by previous disposition of the Board of Directors.- OF THE COMMISSARRY AND ITS ATTRIBUTIONS.- ARTICLE 22.- The corporation s supervision will be responsibility of the Social Commissary that can be a Shareholder or any other person and will be nominated by the Ordinary General Assembly of Shareholders, that also can nominate a substitute; the person cannot be a commissary if it meets disqualifications according to article 232 of the Commerce Code. The commissary will continue in practice of his charge for one year, and can be re-elected. And will earn the salary assigned by the Assembly.- ARTICLE 23.- The faculties and obligations of the Commissary: a) Assure the constitution and maintenance of the administrator s warranties and take measures to correct any irregularity; b) Demand the administrator for a monthly report to check the balance; c) Inspect at least once a month the corporation s accounting books and documents, as well as the cash box; d) Check the General Balance and present a report to the General Assembly of Shareholders in the terms established by the law; e) Submit to the Board of Directors, and make them add to the order of the day of the Shareholders Ordinaries and extraordinary General Assemblies, the terms that they think convenient; f) Call for the Shareholders General Assemblies, Ordinaries or extraordinary, in case of omission of the administrators or in any case that they consider appropriate; g) Assist to the Shareholders Assembly and the Board of Directors meetings, can participate and give an opinion but with no decision; h) In general, unlimited supervision at any moment of the corporation s activities.- OF THE SOCIAL PRACTICE.- ARTICLE 24.- The social practice will start the first of January and will finish the thirty first of December of every year, date in which the corporation will close their accounting books, and will prepare the annual General Balance and the Profits and loss report, documents that together with the Board of Directors and the Commissary report will be presented to the Ordinary General Assembly of Shareholders, that will meet for the approval or modification within the first four months of the year; at the moment of the corresponding call for the meeting, the accounting books and the mentioned documents will be at the

15 15 order and disposition of the shareholders that decide to examine. With the exception of the first fiscal year which will start at the time that this incorporation charter is registered and will finish the thirty first of December.- OF THE LOSS AND PROFITS.- ARTICLE 25.- The remainder that results of the profits and loss account, after separating the reserves and responsibilities that legally have to be done to the account, in the same way as the Income Tax and in case the penalty reserves that the Board of Directors decide with the commercial usages and the assets and taking into consideration the corporation business, it will be distributed among the shareholders in proportion with the number of the paid shares.- It will not be payable any profit after the balance show utilities.- In case of loss, it will be reported by the shareholders in proportion with the number of shares as much as the face value.- OF THE DISOLUTION AND LIQUIDATION.- ARTICLE 26.- The corporation will dissolve, by agreement of the shareholders adopted by the votes that represent at least 75% of the stock capital and in other cases, the ones established in the Commerce Code.- Once the corporation is dissolved, except for the special cases indicated by the Commerce Code, the liquidation will be set, and the Assembly has to name one or more liquidators proprietary or substitutes by the simple majority of vote. The liquidator or liquidators will practice the liquidation process according to the rules established by the General Assembly of Shareholders in its liquidation agreement, and not determined by the rules, in accordance to the dispositions of the Commerce Code. During the liquidation process, the General Assembly of Shareholders will meet in the terms established in the present charter, performing the liquidators the function that normally will correspond to the Board of Directors. The commissary will perform during the liquidation the same function that he develops in the corporation.- ARTICLE 27.- AII the Shareholders, acting in their conditions, finally declare: That in the previous terms, they formally constitute the corporation SOCIEDAD ANONIMA DE CAPITAL VARIABLE, corporation that will be ruled by the regulations expressed in this document, and by the arrangement established in the Commerce Code and all the applicable laws.- TRANSITORY DISPOSITIONS.- a)temporarily, a Board of Directors will be chosen, in the following form: President ; Vice

16 16 President ; Proprietary Counselor ; Substitute Counselor. The designated Counselors will continue in practice of their position for one year until the Ordinary General Assembly of Shareholders meets for the first time and does the corresponding designations, being this Counsel the one in charge of organizing, installing and leave the corporation in complete performance and operation, until the first Ordinary General Assembly of Shareholders meets for the administrators election; b) We choose as Commissary ; c) We nominate as Secretary of the Board of Directors.- The grantors state and agree, whom aware of their rights to read this instrument personally, I proceed to read it and they confirm by signing it and leaving their fingerprint on it. All of which, his legal age, status, profession, nationality and domicile, and having before me the respective documents and personal documents by their order,.- I CERTIFY.-

17 17 TAX IDENTIFICATION CODE REGISTRO TRIBUTARIO NACIONAL (RTN) It s the legal identification of a person or corporation, in order the Dirección Ejecutiva de Ingresos (DEI) administrates and regulates the tax payment obligations of every person or corporation established in Honduras. Requirements: Incorporation deed (bylaws) Copy of personal documents (ID or passport) and RTN of each shareholder Copy of personal documents (ID or passport) and RTN of the general manager or president of the Board of directors.

18 18 CHAMBER OF COMMERCE REGISTRY According to article 384 of the Commerce Law, it s necessary that all corporations have to be registered in the Chamber of Commerce of its domicile. Requirements: Registry Application Incorporation Deed Corporation RTN copy Payment of registry

19 19 DRAFT OF APPLICATION REGISTRY APPLICATION Company s complete name: Company s short name: Mark with an X the trade the company s type: Individual Trader Sociedad Anónima (S.A.) Sociedad Anónima de Capital Variable (S.A. de C.V.) Limited liability (S. de R.L.) Limited Liability Variable stock capital (S. de R.L. de C.V.) Others (specify) Company s purpose Company s Address

20 20 City: Phone: Fax: P.O. Box Web Page: Trade maximum Capital: General Manager name: Exclusive use for CCIC Registration date in the CCIC: Number: Incorporation date: Category:

21 21 OPERATING PERMIT This document is authorized by the municipality of every city where the company is established, in order to assure that is operating according to the Municipality Laws, this permit should be obtain when the company is not covered by a special regime as Free Zone, ZIP, etc.. Requirements: Company s location plan Copy of personal documents (ID or Passport and RTN) of the legal representative Copy of municipal solvency of the company s legal representative Copy of company s RTN Copy of incorporation deed Copy of the Commerce of Chamber registration Copy of the lease agreement or property deed of the real estate where the company is located. Copy of the receipt of the real estate taxes payment

22 22 ACCOUNTING BOOKS AUTHORIZATION According to the Commerce Law is necessary that every company established in Honduras should record its operations and must keep accounting records properly organized. The books should be authorized by the Mayor of the city where the company is located. Each page of the accounting book will have a number and the municipality stamp. Requirements: Operating permit Payment receipt of the municipality treasury s

23 23 AUTHORIZATION OF CALL CENTERS For the operation of the Call Centers established in Honduras, has to be record in the National Telecommunication Commission (Comision Nacional de Telecomunicaciones, CONATEL), according with the decree number NR012/07 dated November 22, 2007, published in La Gaceta in December 8, Requirements: 1. Application presented by a attorney at law 2. Power of Attorney 3. Form 100 and Technical Profile, detailing the following: A. The manner of providing the service that the Call Center to install and operate will offer, specifying whether its customers or users will be located in Honduras or not. B. Present setup diagram of the network infrastructure either present configuration diagram showing the routing of communications to extend the Call Center. C. If will operate with its own infrastructure; specify the means of transmission used. D. If is not operating with its own infrastructure but with an authorized service; specify the name of the owner operator of such infrastructure and providing telecommunications service. E. If it lease transport infrastructure, name the licensed operator who will lease the circuits. F. If transportation services conducted by Internet specify the name of the operator who will provide the Internet Service. G. Reporting on the use or non-numbering of the National Numbering Plan detailing the provision that will give the end user located in Honduras, and also the access network used to reach the final user. h. If is not using National Numbering Plan of Honduras, detail how you will perform the service. 5. RTN and identity documents of the operator

24 24 6. Incorporation Deed duly registered 7. Economic Financial Report 8. Banking record 9. Type of agreement to sign with the customer 10. Publication L. 1,860.00

25 25 DRAFT OF APPLICATION OUTSOURCING SERVICES CALL CENTER RECORD REQUIRED. DOCUMENTS ATTACHED. President of the National Telecommunications Commission.-, of legal age,, Lawyer, inscribed in the Bar Association of Honduras under the number " ", with legal offices located, phone number, , and of this domicile, acting in my condition of legal representative of the corporation, condition established with the Power that present, respectfully I appear before you and express requesting the following: First: That the company is a commercial entity incorporated through Public Instrument Number ( ) dated of the year two thousand eight, before the Notary, and inscribed under number ( ) of Book number ( ), of the Registry of Social Merchants of San Pedro Sula, and Tax identification Code number, and with domicile in the city of, with the main purpose will be the National and International services of publishing and promotion of products and services, information, advisory, client s services, administration of credits and charges, by any means of telecommunication networks, services that are mentioned but not limitative. All of this is credited with duly authenticated of the incorporation deed and Tax identification Code.- Second: the corporation, in (date) signed an agreement with the company with domicile at, for the provision of exclusive services of assistance, information and consultations of the products and/or services through the Call Center, using the means of transmission service of, as accredited with the copy of the agreement mentioned above and the technical profile that attached to this document. Also counts with the financial resources to provide the mentioned services to, prove with the Economic Financial report and Banking records.- Third: Continue declaring, the company, has complied with technical and legal requirements established, reason why we ask to ordered the registration of, in the corresponding register as a company of Outsourcing Services "Call Center " to operate legally in the country.- To the President of the National Telecommunications Commission, respectfully I ask: To accept this application with all the documents attached, and ordered the registration of the company, in the Register as a company of outsourcing services "Call Center" to operate legally in the country, solving according to the law.- Tegucigalpa, M.D.C., of the

26 26 AUTHORIZATION AS USER OF A FREE ZONE Companies wishing to operate under Free Zone status must apply to the Government Commerce department through a legal representative, submitting information on the company s services activity, location and contact information, export markets, and support services. Requirements: Application presented by a attorney at law Power of attorney Copy incorporation deed Descriptive blueprint drawings of the property and installations where the project will be developed, demonstrating compliance with building regulations, Property title or leasing agreement for a period no less than five (5) years. Once all requirements are complied with, the Government Commerce department issues a resolution in favor of the company to operate under free zone status. Once approved the company signs an operation contract with the Dirección Ejecutiva de Ingresos prior to an inspection of the property where the company operate. Benefits: Currency conversion without restrictions No import or export duties on all machinery, raw materials and components needed for operating Quick dispatch of incoming and outgoing shipments in less than one day with minimal paperwork 100% foreign property ownership

27 27 Tax exemption on sales, corporate and municipal taxes and profits 100% repatriation of income and capital at any time

28 28 DRAFT OF APPLICATION AUTHORIZATION AS USER OF A FREE ZONE IS REQUIRED. DOCUMENTS ATTACHED. Secretary of the Government Commerce Department.-, of legal age,, Lawyer, inscribed in the Bar Association of Honduras under the number " ", with legal offices located, phone number, , and of this domicile, acting in my condition of legal representative of the corporation, condition established with the Power that present, respectfully I appear before you and express requesting the following: First: That the company is a commercial entity legally incorporated through Public Instrument Number ( ) dated of the year two thousand eight, before the Notary, and inscribed under number ( ) of Book number ( ), of the Registry of Social Merchants of San Pedro Sula, and Tax identification Code number, and with domicile in phone number. Second: will offer the National and International services of publishing and promotion of products and services, information, advisory, client s services, administration of credits and charges, by any means of telecommunication networks, services that are mentioned but not limitative. All of this is credited with duly authenticated of the incorporation deed.- Third: The company that I represent will operate in the Free Zone legally authorized as an operator of Free Zone by the resolution number extended by this entity, reason why the company that I represent can be covered by the special regime of Free Zone, and will enjoy of the Free Zone Laws benefits, such as tax exemption on materials, equipment, office supplies and others required for the operation. To the Secretary of the Government Commerce Department, respectfully I ask: To accept this application with all the documents attached, and authorized the company as an user of a Free Zone, solving according to the law.- Tegucigalpa, M.D.C., of the

29 29 TAX EXEMPTION Once the company is authorizing by the Government Commerce Department as user of a Free Zone, will have the benefits of tax exemption established by the Free Zone Law, this benefit is authorized by the Dirección Ejecutiva de Ingresos (DEI). Requirements: Application presented by attorney at law Incorporation Deed Corporation RTN copy Power of attorney Copy of authorization of Government Commerce department Extended record by the Free Zone, explaining that the company is a user of the free zone Extended record by the customs Sub-manager, explaining that the company is a user of the free zone Copy of authorization extended by the General Department of Productive areas of the Commerce department, where certify the record of the company as a user of a free zone

30 30 DRAFT OF APPLICATION EXEMPTION TAX REQUIRED. DOCUMENTS ATTACHED. Dirección Ejecutiva de Ingresos.-, of legal age,, Lawyer, inscribed in the Bar Association of Honduras under the number " ", with legal offices located, phone number, , and of this domicile, acting in my condition of legal representative of the corporation, condition established with the Power that present, respectfully I appear before you and express requesting the following: First: That the company is a commercial entity incorporated through Public Instrument Number ( ) dated of the year two thousand eight, before the Notary, and inscribed under number ( ) of Book number ( ), of the Registry of Social Merchants of San Pedro Sula, and Tax identification Code number, and with domicile in the city of, with the main purpose will be the National and International services of publishing and promotion of products and services, information, advisory, client s services, administration of credits and charges, by any means of telecommunication networks, services that are mentioned but not limitative. All of this is credited with duly authenticated of the incorporation deed and Tax identification Code.- Second: The company that I represent has been authorized by the Government department of Commerce by the certification number dated, in Tegucigalpa, M.D.C., is authorized as user of a Free Zone, and have the benefits of exemption payment of duties, charges, surcharges, consular fees, internal consumption taxes and any other taxes or duties on exports and imports on materials, equipment, office supplies and others required for the operation.- Third: The company is operating in the Free Zone, and is covered by the special regime of Free Zone, reason why we ask to authorize the tax exemption on materials, equipment, office supplies and others required for the operation. To the Dirección Ejecutiva de Ingresos, respectfully I ask: To accept this application with all the documents attached, and authorized the tax exemption on materials, equipment, office supplies and others required for the operation of the company, solving according to the law.- Tegucigalpa, M.D.C., of the

31 31 LEASE AGREEMENT To operate in Altia Business Park S.A. de C.V. you have to lease an office, for at least for five years. The Agreement has to be signed by the legal representative of the corporation, and have to present the incorporation bylaws and all the legal documents.

32 32 DRAFT PRIVATE LEASE AGREEMENT The Lease entered into by and between ALTIA BUSINESS PARK, S.A. DE C.V., (hereinafter referred to as THE LESSOR), represented herein by Mr. Gustavo Ramon Raudales in his capacity as General Manager and Legal Representative of this corporation, having its principal offices in Carretera a Armenta, San Pedro Sula, Cortes, and, (hereinafter referred to as THE TENANT); represented herein by Mr. in his capacity as Legal Representative, having its principal offices, in accordance with the following statements and clauses: STATEMENTS I. THE TENANT, through its representative states: 1) The compliance of this Agreement, is according with its corporate purpose, have been duly authorized by all necessary corporate actions, and not contravene its statutes in force, or law or any contractual restrictions is affected; 2) It is not required authorization or approval, or any other act, and to notify or register, any person, corporate, government authority or any regulatory agency for the compliance of this Agreement. 3) That it desires to have through this Lease, the temporary use and possession of the Leased Property, subject to the terms and conditions contained herein. 4) It has the capacity and resources to complied the obligations established in this Agreement; 5) This Agreement is a valid and legal obligations for THE TENANT, enforceable against him in accordance with its respective terms; 6) Its representative has the necessary powers for the conclusion of this agreement, and that the same has not been modified, revoked or restricted in any way, as evidenced by

33 33 the, dated authorized by the Public Notary, duly registered in the book of social merchants of the Institute of Property of the city of under the number, Book number and with National Tax Register (RTN) code. A copy of the deed has been delivered to the LESSOR prior to this date. II. ( THE GUARANTOR), represented by Mr. as President of the company, through its representative states: 1) It is a company legally formed and truly existing under the laws of the. A copy of Guarantor s Certificate of Formation has been delivered to Altia Business Park, S.A. de C.V. ( THE LESSOR ) prior to that the date of this Agreement; 2) It is not required authorization or approval, or any other act, and to notify or register, any person, corporate, government authority or any regulatory agency in the United States for the compliance of this Agreement by THE GUARANTOR; 3) have reviewed and agrees with the terms and conditions of this Agreement, which states that is it desires to unconditionally guaranty each and all of the obligations of [ ] ( THE TENANT ) under that Private Lease Agreement dated of even date herewith between the Lessor and the Tenant (the Lease ); 4) This Agreement is a valid and legal obligation of THE GUARANTOR enforceable against it in accordance with its terms; 5) Its representative has the necessary powers for the conclusion of this agreement, and that the same has not been modified, revoked or restricted in any way. III. THE LESSOR through its representative, states: 1) It Is OPERATOR of a Free Zone located in San Pedro Sula, Cortes, the property is administrated by THE LESSOR, which was authorized as operator of the Free Zone, as set out in Resolution No issued by the Minister of State of Industry and Commerce; in this regard, the holding, de livery and compliance of this Agreement by THE LESSOR, fall within its corporate purpose, and have been duly authorized by all necessary corporate actions, and not contravene its statutes in force, or law or any contractual restrictions that oblige it or affect and it is also authorized to lease some floors according to the local legal law and not subject to rent only as a free zone;